Conch cement suspected to borrow trust secret tax avoidance 6 billion

As a total market capitalisation of up to 70.6 billion yuan listed companies, Conch Cement (600585.SH) recently happened a lot of strange things.　　According to the public information from the Shanghai Stock Exchange, Conch Cement, a "mysterious" shareholder since July 15 this year in the bulk of the trading market crazy to reduce conch cement stocks, our correspondent survey found that the "mysterious" shareholder is the third largest shareholder ping-an trust.　　If we do not consider the shares that have been reduced, the Ping An trust held in the current year, the number of conch cement shares, even in accordance with the present stock price, its total market value has reached more than 8.1 billion yuan.　　However, behind this huge wealth is hidden a lot of unknown stories, and the previous media speculation, this huge wealth behind the owner is not ping an trust, but hidden in the Conch Venture Capital Limited liability company (hereinafter called Conch VC) of the thousands of staff shareholders and Guo Wenjing and other senior executives.　　In the opinion of analysts, Ping An trust in the bulk trading platform of the crazy reduction, only to mark the successor and the protagonist between the two real play to the climax part.　　And in the continuation of the 4-year drama behind the double, some analysts to our correspondent pointed out that the Peace trust in which the main role is to avoid tax, according to the professional estimates, conch venture to use trust platform to evade the various types of tax may be up to nearly 6 billion yuan.　　What is the real situation behind it? Strange big deal "they simply do not have the sincerity to sell, even the least information is not willing to give us, so I want to buy also can't buy."　　"A private equity insider who specializes in big deals in Shenzhen told the reporter that the investor had previously offered to buy conch cement on a bulk trading platform," he said.　　According to the foregoing many strange characteristics of the transaction, the sales manager concluded that the last one months, the continuous bulk of the conch cement trade should be the same subject in the sale, and is likely to be Sankang behavior. Careful investors are not hard to find, since July this year, Conch Cement (600585.SH) The bulk of the transaction has been significantly different.　　On the SSE's bulk trading platform, the bulk of the deal on conch Cement is almost daily, and almost all of these transactions take place in the same sales department.　　Starting from July 15, 2010, as of August 19, Conch Cement has accumulated 92 major transactions, of which the most intensive reduction occurred on July 15, the same day conch cement a total of 14 major transactions occurred.　　During this period, ping an trust total reduction of conch cement 42.3991 million shares, the cumulative set of 723.4758 million yuan, the average price of 17.47 yuan per share.　　Although the total number of conch cement trading in a number of major trading investors see, the volume is not very large, but such a dense and continuous bulk trading platform selling phenomenon, in the capital market is still relatively rare, in the history of the Conch cement trade has not seen a similar phenomenon. Even from October 12, 2005 to July 14, 2010, nearly 5 years of time, conch cement tiredThe bulk of the deal is only 19 times.　　By contrast, conch Cement's intensive trading since the July 2010 has amazed many knowledgeable marketers.　　Not only reduce the density of staggering, the recent conch cement in the mass trading platform of the strange things still a series.　　In the major deals that have taken place in the past few years, the conch cement the reporter found that buy sales department and sell sales department are very few from the same sales department, but it is strange, since July 15 this year, 87 large transactions, whether buy or sell, the main body from the same sales department-Ping An securities Shenzhen Fuhua sales department.　　Another peculiar phenomenon is that conch cement in the past several trading days, in spite of the existence of multiple transactions per single trading day, but the transaction prices are all consistent, such as on July 15, the 19 transactions, conch cement price is 15.3 yuan. "From a price perspective, this is certainly not the general bulk of the transaction, because the bulk of transactions are the price of bargaining between the buyer and seller, each transaction will certainly change with the market price changes, it is impossible to be the same."　　"A brokerage in Shanghai, a Sales manager analysis.　　The latest issue of Conch Cement Top Ten shareholder list is shown, total shareholding of more than 40 million shares of shareholders only Conch Group, Hong Kong Central Clearing Agent company, Ping An trust and the company four, which means that the continuous reduction of the conch cement stock of the mystery seller is necessarily one of these four. According to the industry, Ping an securities Shenzhen Fuhua Sales department is the original ping an securities Shenzhen Bagua three business department, the sales department in the name of the company with the Ping an security headquarters to relocate to Futian District New Central District of Greater China International Trade Plaza.　　And the Ping An trust announced the mailing address is also in the plaza. "They have no sincerity to sell, even the least information is not willing to give us, so I do not want to buy it."　　"A private equity insider who specializes in big deals in Shenzhen told the reporter that the investor had previously offered to buy conch cement on a bulk trading platform," he said.　　According to the foregoing many strange characteristics of the transaction, the sales manager concluded that the last one months, the continuous bulk of the conch cement trade should be the same subject in the sale, and is likely to be Sankang behavior. "From these and sales department information, it should be basic to confirm that the Ping an trust in the reduction." "One familiar with conch cement industry personage is told this reporter.　　Where does [page] equity come from?　　February 19, 2009, Ping An trust is based on the conch venture in arrears to the previous two years of deferred payment compensation for the reason, to the Wuhu Arbitration Commission to apply for arbitration, and finally successfully take back 288 million shares of conch Cement shares of 204 million shares as equity. But it is puzzling that, according to the way agreed by both sides, the two-year deferred payment of the total amount of compensation is only 76.6 million yuan, to the strength of Conch venture, is not unable to pay this sum, the company in 2006 and 2008 only two years from the listed companiesThe dividend paid by the department is as high as 144 million yuan.　　The company's approach to acquiring these valuable stakes is just as bizarre as the peaceful trust's rather bizarre way of reducing it.　　July 22, 2009, Conch Cement at the same time issued a two simplified statement of rights and interests, the report shows that the peace trust through the judicial channels, the successful acquisition of the original Conch VC held the Conch Cement 203828265 shares, this part of the stake in the conch cement the total capital of 11.54%. The Ping An trust said the shares were used by conch to compensate for the corresponding debt to the Ping an trust.　　After the change in the rights and interests of the completion of the Conch venture will still hold about 84.1708 million shares conch cement, about 4.76% of the conch cement total capital.　　What is the secret behind this sudden abrupt surprise? Time also goes back to June 28, 2006, it is on this day, Conch group trade unions as clients and Ping An trust signed the "Conch Equity Trust contract", will its lawfully owned di Hong Kong Conch 49% Equity, Zongyang Conch 49% Equity, Chizhou Conch 49% Equity and Tongling Conch 31.86%　　Equity Trust for the operation and management of Ping An trust.　　Oddly enough, in less than half a month after taking over the stake, the Ping An trust has sold all of its shares.　　In early July 2006, Ping An trust and Conch Venture signed an agreement on the transfer of shares, Ping An trust will be held in its own di Hong Kong conch, such as four of all the shares transferred to the Conch venture, the transfer price of 3.83 billion yuan.　　July 14, Conch Cement to 13.30 yuan per share price, to the Conch VC directed additional 287999046 shares, to buy conch Venture held in the previous four companies equity.　　Conch Venture in the four companies in the case of shareholders in less than a few days, that is, through directional additional access to the conch cement nearly 300 million shares.　　However, the last days, in the conch venture to do a few years of stable conch cement after the third largest shareholder, the situation has changed dramatically.　　July 2009, a paper judicial ruling let conch 288 million shares conch cement 204 million "found" back to the Peace trust.　　All originated on June 18, 2007 Ping An Trust and Conch Venture signed a supplemental agreement, it is surprising that, according to the agreement, occurred in 2006, the total amount of up to 3.83 billion yuan in the transaction, then did not let the conch venture to take out a penny of cash.　　The method of payment for the transfer of shares proposed in the Supplemental Agreement shall be: Conch Cement to the Conch venture in 3 years after the issuance of shares in the 3 months, the company will share the transfer of funds to the Peace Trust, as well as the company each year to the Peace Trust to pay the equivalent of equity transfer of 1% as a deferred payment compensation.　　The agreement seems to have laid the groundwork for later stories. February 19, 2009, the Ping An trust is based on the two-year moratorium on the payment of the Wuhu to the Arbitration CommitteeWill file an application for arbitration, and finally successfully take back 288 million shares of conch Cement shares of 204 million shares as a stock.　　But it is puzzling that according to the way agreed by both parties, the total amount of the two-year deferred payment is only 76.6 million yuan, to the strength of the conch venture, is not unable to pay this sum, the company only 2006 and 2008 two years from the listed companies to receive the dividend payment is as high as 144 million yuan. Another data show that the Conch venture in 2005 to harvest the net profit that is as high as 156 million yuan. "This is more strange, according to the truth of the conch venture to pay the full capacity of the money, there is no need to come to this step ah."　　"A partner at a well-known accounting firm in Nanjing lamented.　　On the other hand, the Ping an trust to take back the market value of 203 million shares at that time has been as high as 13.4 billion yuan, compared to the original sale of the total equity of Conch venture capital is only 3.83 billion yuan. "Conch VC shares this May 26 all lifted the sale, as long as the more than 70 million of the compensation payment, and so on after the lifting of shares, it is easy to repay the transfer of equity, Conch venture to do not want to solve this problem is really puzzling."　　"Analysis of the above accounting firm. In the outside world have thought that the conch venture for debt problems and lost nearly 204 million shares conch cement, and ping An trust successfully picked up a big cheap at the same time, this reporter found that in fact, the 204 million shares conch cement shares of the ultimate ownership has not changed.　　[Page] Clever double drama July 31, 2006, Conch Cement announced on July 14 on the basis of the announcement of directional issuance, by HKEx requested a supplementary announcement to supplement the disclosure of relevant information.　　Coincidentally, the supplementary announcement shows that the Ping An trust held the first 4 subsidiaries, in fact, the Conch group trade unions and other "affiliated trade unions" held the shares, and the announcement of the "affiliated trade unions" concept did not explain.　　The repeated dramatic transfer of equity has left outsiders confused, but the truth is self-evident in the understanding of the client behind the trust and the structure of the shareholder of the Conch venture. Relevant information shows that the Conch venture was founded in November 5, 2002, of which Conch Group held its 31.017% per cent stake, Ningguo Cement Plant trade union holds its 26.295% stake, the White Horse Mountain Cement trade union holds its 21.559% equity, Conch profile (000619.SZ)　　The Union holds a 8.062% per cent stake and the remaining 13.067% per cent is held by 8 natural persons, such as group executives.　　July 31, 2006, Conch Cement announced on July 14 on the basis of the announcement of directional issuance, by the HKEx requested to issue a supplementary notice to supplement the disclosure of relevant information. Coincidentally, the supplementary announcement showed that the Ping an trust held the first 4 subsidiaries of the company, in fact, its conch group and other "affiliated trade unions" held shares, and the announcementThe concept of "trade unions of affiliated companies" was not explained.　　After a few years, when the July 2009 newspaper reporter asked again this matter, Conch cement dong Zhang Mingjing still did not clearly answer the "affiliated trade unions" in the end is which trade unions, just told reporters "time too long, I do not remember clearly."　　Reporter asked about four companies such as Di Hong Kong Conch Initial investor structure, Zhang Mingjing also to "remember not clear" answer. "The affiliated trade unions should be the trade unions belonging to the Conch Group's subsidiaries, which is likely to coincide with the 4 trade unions that make up the Conch venture shareholders."　　"The executive director of a well-known Shanghai Securities investment bank told reporters. Conch Group's subsidiaries of the Association of Trade Unions, the above notice in fact also disclosed: "Ningguo factory trade unions, the White Horse Hill trade union Committee and the Conch Profile Trade union Committee members do not repeat." These members may also be members of the Conch Group trade union. "The reporter interviewed many conch employees also said, Tongling Conch and other four subsidiaries of employees are also as the Conch Group staff participated in the initial fund-raising activities." "The average worker is 5.1 million and the leader has no cap."　　"A senior Conch staff told the newspaper reporter.　　At this point, can be determined that the Conch Venture and Peace trust between the dispute behind the hidden reality is the same owner-Conch Group trade union. "That is to say, the Conch VC will transfer about 204 million shares to the Peace trust, but from the left hand to the right hand."　　Analysts said. After the 2009 annual 10 to send 10 of the increase in equity, conch VC held the Conch cement shares increased to 408 million shares.　　Conch Venture to hold the shares increased to 191 million shares. This seemingly superfluous transaction behind, Ping An trust and conch venture to sell the gourd is what medicine?　　[Page] Secret tax avoidance channel 　　In accordance with the Conch Cement announcement date of 48.53 yuan closing price calculation, conch venture to hold 288 million shares of the total market value has been as high as 13.977 billion yuan, compared with its original investment and a huge increase in value-added up to 10.147 billion yuan, which means that once all of the conch to reduce their shares, will be the first to pay 2.537 billion yuan enterprise income tax; Subsequently, if the conch venture to share this part of the income to its shareholders (members of the trade unions), then the union members will pay personal income tax, this part of the total amount of taxes as high as 2.288 billion yuan. The sum of the two taxes equals 4.825 billion yuan, accounting for 47.55% of its investment income.